On February 10, 2025, President Trump signed an Executive Order (E.O.) directing a shift in the enforcement of the Foreign Corrupt Practices Act (FCPA). The order effectively pauses new FCPA investigations and enforcement actions for 180 days, with the possibility of an extension for an additional 180 days at the Attorney General’s discretion. The stated justification is that FCPA enforcement has become overly expansive, creating unnecessary barriers to American companies operating abroad and undermining U.S. foreign policy and national security interests.
While the E.O. seeks to broadly suspend enforcement for both companies and individuals, it includes limited exceptions, meaning investigations and enforcement could still occur in certain geopolitical contexts. These exceptions will likely apply to transactions involving companies or individuals from U.S. adversaries. However, even though the E.O. may cause companies to reevaluate opportunities that may have been foreclosed due to corruption or graft considerations, there are other federal, state, and foreign laws prohibiting public corruption and anti-competitive activities that must still be considered.
Shifting Priorities
The FCPA, enacted in 1977, prohibits companies and individuals from bribing foreign officials to secure business advantages. It also requires publicly traded companies to maintain accurate financial records and implement internal controls to prevent corruption. Historically, both the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) have enforced the FCPA, with the DOJ handling criminal cases and the SEC overseeing civil enforcement.
The new E.O. directs the Attorney General to take several actions that will impact FCPA enforcement. During the review period, the DOJ will halt new FCPA cases unless an individual exception is granted. Ongoing investigations will also be reassessed to determine whether they align with the administration’s revised priorities. The Attorney General is further instructed to issue new enforcement guidelines to ensure that FCPA prosecutions do not interfere with broader U.S. economic and national security objectives.
Implications for Companies
This shift in policy does not repeal the FCPA or grant blanket immunity from enforcement. Rather, it signals a recalibration of how the law is enforced. Companies should not assume that all FCPA-related risks have been eliminated, as several key factors remain relevant.
First, the statute of limitations for FCPA violations remains in effect. The anti-bribery provisions have a five-year statute of limitations, while violations of the accounting provisions — classified as securities fraud offenses — carry a six-year limitations period. This means that even if enforcement slows temporarily, cases could be revived under a future administration.
Second, the E.O. does not eliminate compliance obligations under internal policies or contractual agreements. Companies, executives, and managers should continue to uphold their anti-corruption policies, as failing to do so could still result in liability under other legal frameworks. For example, many companies enforce stricter internal rules than the FCPA’s requirements, such as prohibiting “facilitating payments,” which fall under an exception to the FCPA’s anti-bribery provisions. Similarly, contractual obligations may require companies to avoid bribery or improper payments to secure business advantages. This is especially the case for government contracts that at times are performed internationally (e.g., military sales by foreign governments via U.S. government contract mechanisms), which have ethics, antikickback, anti-contingency, and other provisions that prohibit bribing government officials. If a company or individual disregards these obligations, they could face scrutiny from shareholders, internal governance bodies, or claims for contractual breach.
Third, international anti-corruption laws remain fully enforceable. Companies with global operations must continue to comply with laws such as Canada’s Corruption of Foreign Public Officials Act and the UK Bribery Act, both of which have extraterritorial reach similar to the FCPA. Additionally, many countries where U.S. companies operate have domestic anti-bribery laws that remain in effect, regardless of changes in U.S. policy.
Fourth, companies should be aware of other federal and state laws that still prohibit public (and private) corruption activities. For example, attempts to bribe foreign officials would potentially be considered an anti-competitive activity. Each state has specific consumer protection, anticompetition, and anticorruption laws that are also implicated. Further, violation of the FCPA (unless statutorily changed) or the other implicated anticompetition laws may be grounds for shareholder lawsuits.
Looking Ahead
Companies should closely monitor the Attorney General’s forthcoming guidelines, as the E.O. suggests that remedial measures may be available for past cases deemed excessive.
Businesses engaged in transactions involving companies or individuals from U.S. adversaries such as China, Russia, and Venezuela should also remain cautious. While the E.O. signals a shift in enforcement priorities, future administrations could reverse course, leading to renewed scrutiny of conduct occurring during this period.
Ultimately, the E.O. represents a temporary policy shift, not a fundamental change in the law. The FCPA remains in effect, and companies must continue to navigate anti-corruption risks carefully. Importantly, the SEC still retains civil enforcement authority over FCPA violations involving publicly traded companies. While the DOJ and SEC usually coordinate closely in FCPA enforcement, the SEC has not yet announced any changes to its enforcement program.
Companies may want to use this period to revisit international trade compliance programs, including policies, training, and audit functions. Before making any changes to compliance programs or business practices based on this E.O., companies should consult with legal and compliance professionals to assess potential risks and ensure ongoing adherence to applicable laws.
